SHORT-FORM RETAINER AGREEMENT with Next Generation Living Homes Co

This Short-Form Retainer Agreement is made and entered into, as of (“Effective Date posted above”) first before written, by and between Next Generation Living Homes, a Gilbert, AZ (“ the Company”), having a principal place of business at: 929 N VAL VISTA Drive C109, GILBERT AZ 85234, United States of America whose Principal is the (Consultant) JP D’Zahr Co-owner of Next Generation Living Homes and……… (“ the Client”) Posted and Referred to above Client and Consultant may each be referred to individually as a "Party" and collectively as the "Parties."

1. Engagement
Client hereby retains Consultant for a period of sixty (60) calendar days commencing on the Effective Date (the "Retainer Period") to provide advisory, strategic, business development, sourcing support, coordination, outreach, project preparation, deal structuring support, and related consulting services in connection with the prospective project contemplated by the Parties (the "Project").

2. Retainer Fee
Upon execution of this Agreement, Client shall pay Consultant a retainer in the amount of $[Retainer Amount] shown above (the "Retainer"). Consultant shall have no obligation to commence work until the Retainer has been received in full and in cleared funds.

3. Credit of Retainer if Project is Funded During Retainer Period
If, during the Retainer Period, (a) the Project becomes funded, and (b) the Parties execute a written project agreement, services agreement, or other definitive agreement relating to the funded Project (the "Project Agreement"), then the full amount of the Retainer shall be credited toward the fees and approved costs otherwise payable by Client under the Project Agreement. Unless the Parties expressly agree otherwise in writing, the Retainer shall be applied as a billing credit and shall not be separately refunded in cash.

4. Retainer Earned if No Funding During Retainer Period
If the conditions set forth in Section 3 are not fully satisfied within the Retainer Period, the Retainer shall be deemed fully earned by Consultant upon expiration of the Retainer Period and shall be non-refundable. The Parties acknowledge that Consultant will commit time, professional effort, internal resources, access, and opportunity cost during the Retainer Period, and that the Retainer is intended as a reasonable liquidated measure of compensation for those commitments and services, and not as a penalty.

5. Protection of Proprietary Sourcing, Relationships, and Deal Structuring
The Parties acknowledge that Consultant may provide Client with valuable proprietary sourcing insights, pricing approaches, supplier and vendor relationships, strategic introductions, business contacts, and deal structuring support in connection with the Project. In order to protect that value, Client shall not, without Consultant's prior written consent, directly or indirectly use Consultant's sourcing, introductions, pricing, relationships, or structuring work to obtain substantially similar services, products, terms, or opportunities outside of Consultant with any party first identified, introduced, sourced, or materially advanced by Consultant in connection with the Project.

Client shall also not present, market, white-label, broker, resell, repackage, or otherwise offer Consultant's services or relationship-based work as Client's own offering without Consultant's prior written consent. If Client materially breaches this Section, the Retainer shall be deemed fully earned, non-refundable, and unavailable as a credit toward future services, fees, products, or other amounts, in recognition of the difficulty of quantifying the value of lost sourcing efforts, relationship development, and deal structuring work.

6. No Guarantee
Consultant does not guarantee that the Project will be funded, approved, closed, consummated, or completed. Definition of "Funded": "Funded" means that the Project has received actual funding, committed financing, capital contribution, loan proceeds, or other financial closing sufficient to proceed under a signed Project Agreement.

7. Expenses
The Retainer does not include third-party out-of-pocket expenses. Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses incurred by Consultant in connection with the Project.

8. Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in Maricopa County, Arizona.

9. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications relating thereto. This Agreement may be amended only by a written instrument signed by both Parties.

By signing this agreement and paying the retainer you Acknowledged and Agreed to that the parties have executed this Agreement as of the Effective Date above
Last updated March 08, 2026